The Spider and the Rat
by Wincasabrielifer
Summary: Established Peter/OC. Ophelia Salazar's life is in danger when she is attacked during her internship interview at Stark Industries. When neither SHEILD, nor the illusive 'Spiderman' can protect her, her little sister, and the students at her school, she takes matters into her own hands.


**Hello fellow Avengers fans! I'm working on an another (three) stories at the moment, and I have writers block on all of them, but because of watching Ultimate Spiderman, and Avengers Assemble, and also because I got to new little ratties (Moshay and Cocoa) this idea is stuck in my head. It's set Avengers movie verse, set after the movie, but before Iron Man 2, mainly because I haven't seen it yet, so no spoilers. Heavily crossed over with the Ultimate Spiderman cartoon (After s2e2), but since it's all in the same universe, it won't be categorized as a crossover.**

She was nervous, yes, much more nervous than she had ever been in her entire life, more than when she was the geeky girl, covered in zits, braces, glasses, frizzy hair, and a speech impediment, asking the most popular guy in school to the eighth grade dance, of course that didn't work out, but this was much, much bigger than some silly dance. Today was her interview for internship for Stark Industries. She needed the credits for college, and thought that if she got the job now and kept it, she would be set for New York University. She knew it would be better to be over qualified than under. Though before I continue on with this tale, this is something you need to know about our dear protagonist.

Her name is Ophelia Salazar, called Lila by her friends. Her family has lived in New York since their grandfather moved in looking for work during the great depression. Their family wasn't poor, but they weren't that well off either. They lived in an apartment that had a kitchen that was large for their building, a bathroom, two bedrooms, and a living room. Ophelia lived with her mother, and her baby sister Renée, who Ophelia opted to call Reese. Ophelia shared a room with Reese, which had her bed, a crib, changing table, a desk covered in scattered papers, with a laptop in the middle of the chaos, a closet, whose door had a calendar pinned to it, another desk with a microscope, empty vials in their stand, and two tanks on the top ledge with grated lids. They were lined with white bedding, and a wooden hutch, water bottle, and food dish in each one. One cage had a large male rat in it, with dingy white fur with brown hooding, and in the other two small females that where white with dark grayish brown hooding and had fine, soft fur. The male was named Mischa, and the females were named Moshay and Cocoa.

Ophelia was the geeky girl; she was bullied when she was younger. She had bright red zits, thick glasses that magnified her grey brown eyes, braces that covered her crooked teeth, and frizzy, uncontrollable hair. Over her transition time from junior high, to high school, she changed so much that no one recognized her. The zits were gone, leaving behind nearly flawless skin, which only had a few thin scars on her cheeks and jaw, and a light dusting of freckles over the bridge of her nose, her braces gone, replaced by a barely noticeable retainer, and her face freed from her bulky glasses replaced with contacts. Her hair had become more manageable; she lost a lot of weight and now had soft curves, and a much more noticeable chest, with long legs that grew over the summer. Suddenly all the jocks that had pushed her down in the halls, stole her homework, and vandalized her locker wanted to take her out for a movie, or dinner. She always declined, of course, and stuck with her old friends, Peter Parker, Hailey Busche, Gregory Taylor, Fiona and Katie Sunderland, and Sandriel Forcrey. They were her only friends growing up, and were all fellow science and math fanatics. They had all made a tight knit group of friends when they met in sixth grade for the robotics team.

Now, in her sophomore year, Ophelia had long, straight strawberry blond hair, lightly tanned skin from years of not leaving New York, and light grey eyes with flecks of honey brown in them. She had small, plump lips, full cheeks that always had a blush on them, and a slight, hardly noticeable split chin.

Now, back to our story. Ophelia was dressed in a dark grey pencil skirt and blazer, with a light pink blouse on underneath. Since she had woken up late and was in a rush, she only had time to throw up her hair in a sloppy bun, and zip up her black, worn out, torn up ankle boots. She zoomed around the streets of New York on her cherry red motorcycle. She had the plastic shield of her helmet up and was holding up a compact to her face applying her makeup at red lights. She had already applied her lipstick and mascara, and was attempting to cover up her scars. Her rats were calm, but clung to her to much and ended up scratching her, not to mention when she even attempted to bathe them. They all hated bath time, and her hands were still healing from when she last tried to wash Mischa. Ophelia almost passed the building but skidded into the parking lot and hopped off, running into the building while she tried to fix her hair.

"Hello, welcome to Stark Industries, how may I help you?" she asked in an overly sweet voice. Ophelia fixed her purse, whose strap was nestled in the crook of her arm, and smiled back.

"Yes, I have an interview with Mr. Stark. My name Ophelia Salazar." She fumbled around her purse for her wallet and flipped it open to show her drivers license. She tried her hardest not to pick at her blue nail polish that she had just painted the night before. The secretary, whose name plate said 'Heather Loupes' typed at her computer, checking the appointment schedule for that day. She looked back up to her and smiled.

"Alight Ms. Salazar, I'll page you in. Please enter the left door behind me. Go to the end of the hallway. They'll be an elevator on your right. Take it to the 34th floor. It may startle you, but JARVIS, an AI, will guide you to Mr. Stark's lab." Heather pressed a button and there was a buzz and the door clicked open. Ophelia nodded curtly at Heather and walked to the door, going through, and pulling it closed. She closed her eyes and took in a deep breath, trying to shake her nerves. She opened them back up and walked to the end of the hall that seemed to stretch on forever. She finally reached the doors of the elevator and hit the up button. When the doors finally opened she stepped in and hit the '34' button. She shook her hands out, taking in deep breaths.

'_This is it, this is it. This is my turning point, you can do this Lila, for mom, for Reese, for dad,' _she reassured herself. Her father was killed before she was born. Her mother never told her how, or when, all she did say was that he was a good man, and loved her, and that he died when she was young. Ophelia couldn't remember anything, but she had many pictures of him. Her mother said she had to move on, and started dating a man whose name was Norman Osborn. Yes, he was rich and a bit out of her league, but they were head over heels in love. He got Ophelia's approval, which was letting him hold her oldest rat, Mischa, who had to approve him first, which he did by crawling onto his head and cleaning him. Ophelia's mom refused to accept any money, and in return, he came over anytime he could and hung out with them. Harry, his son, even came over after school. Lila was a little angry to find out that Renée was Norman's daughter, but the way he looked at her mom in the hospital after she was born, handing Renée to her. She couldn't deny her mom happiness. After Lila's mom returned to her full time job, Norman would watch Ophelia as she rushed around her room, which he had dubbed her lab, writing down equations, doing homework, helping him care for Renée, and paying attention to her girls, who were always rowdy. He had been missing for nearly three months, much to their distress. Harry had said that he had gone missing, but Ophelia could sense that he wasn't telling her the whole truth.

The elevator dinged, and the doors opened. On the way up she had fixed her hair the best she could, and opened a few buttons on her blouse. She knew Tony Stark liked a little eye candy, it was the reason she wore one of her push up bras that she absolutely hated. They were always so itchy and left marks. She took another deep breath and stepped out into a lobby. It had a few tables, chairs, and a well worn sofa that Tony usually crashed on if he couldn't make it home, let alone the elevator. She walked out a few steps, confused. _'Shouldn't his lab be here…?' _she thought to herself.

"Hello ma'am," said a British accented voice from seemingly no where. It startled her, causing her to jump a bit and look around for the person who was talking to her. "I am sorry for startling you Ms. Salazar. If you would enter the third door on the left, Master Stark will be waiting for you." Ophelia, though thoroughly scared, thank the ceiling awkwardly and made her way to the door. She knocked on the door lightly, scaring herself when the door slid open

"Hello, Mr. Stark?" she asked, hesitantly. Tony was sitting at one of his tables working, a black tank top on, and black jeans, his arc reactor glowing through the material of his shirt. He turned around to face her, a smirk on his lips, along with a streak of grease on the side of his face.

"Come in, have a seat. Ophelia was it?" She nodded and resisted the urge to jump when the door slid shut behind her. She was used to much low tech things, such as doors with knobs, and the assistant down in the lobby of her apartment building, not sliding doors and artificial intelligence. The only time she had used sliding doors was at the grocery store, or the mall and they weren't certainly anything like this. Lila smoothed the back of her skirt as she sat down on one of his benched in front of him. "Alright Ophelia, why do you want this internship with Stark Industries?" Tony wiped his hands on a rag and threw it on the table.

"Well, I'm trying to get a head start on college, so I can get my dream job in Biomechanics and Biochemistry," she told him, fiddling with a loose thread on her blazer. Tony nodded, uninterested in her. Ophelia could feel panic rising in her chest. She knew she wasn't doing well, and she hadn't even been in there for a minute!

"Listen, I know I'm not going to get this job, but _please, _I need this. My family doesn't have the money for college, and I really need a scholarship. I'm doing everything I can to get the credits, but there's always someone who is doing better. I know I'm not the smartest, or the most qualified for the internship, but my mom is always at work, and I'm left alone to watch after my little sister. My dad is dead, and her dad is MIA-." There was a faint beeping coming from outside, which made her stop herself, a confused look on her face. She turned her head to the metal door. A huge explosion of fire nearly completely destroyed the door. Ophelia was thrown from the blast, face planting into the floor, getting a large scrape on her forehead. She managed to stand up, small shards of glass and metal imbedded in her knees and hands. Lila stumbled around, coughing, the smoke thick in the air. She had asthma, really badly, and needed her inhaler even when someone in school sprayed perfume. She couldn't see her bag any where. She covered her mouth and walked around, cautiously feeling around the floor with her foot. Her toes nudged something heavy and soft, and warm. The light of the arc reactor pulsated dimly through the smoke. She fells down to her knees and lightly smacked Tony's face, in attempts to wake him up. But alas, he had hit his head pretty hard on the floor. She spotted her bag under his sprawled out arm.

"Uh, um, JARVIS, uh, fans please," she croaked, unsurely, falling into another coughing fit. Ophelia couldn't breathe; it felt like someone had shoved cotton down her throat. Her hands shakily pulled her bag out from under Tony, rummaging inside for her inhaler as the whirring of the fans started. She finally found it as she was gasping for the air she couldn't take in. She shook it a few times and put it up to her mouth, breathing in the medicine. Relief came to her as she was finally able take in the air. Her throat was still raw though, and coughed. She shook Tony, but to no avail, he wouldn't wake up.

Of course Ophelia knew Tony Stark was Iron Man, and she knew he had a lot of enemies. It could really be anyone, maybe even someone else's enemy. The villains were known to attack other hero's in spite of _their_ enemy. She stood up, brushing the dust from her skirt, and pried a pipe out that was trapped under a heavy toolbox. If there was a bad guy, she would need to defend herself. She, of course, as a nerd, was utterly obsessed with horror movies and video games, the subject of zombies being her favorite, and she had picked up a thing or two. The lights from both the lobby and Tony's labs were either completely destroyed, or cracked, causing them to flicker, setting and eerie tone to the rooms. The main lights came from further back in the lab and the lobby, away from the blast zone. There was a deep laugh and some entered the room, on something similar to a hover board. It was a large, green, person, dressed in a black jumpsuit and armor, but it was certainly not the Hulk. She held her pipe up high and struck down on him repeatedly putting as much force into each blow as she could. He simply laughed louder and swung a punch in her direction.

"Silly girl, you must be humoring me, no one, especially a normal girl like you, can hurt the Green Goblin!" Ophelia managed to duck, and scrambled away, looking for a gun, anything that could do more damage, or hopefully knock him out. The best she could find that she knew how to work was a lighter. She let out an aggravated grunt, grabbed it, and continued to run away from him, avoiding small bombs. She heard a metallic clatter that was very familiar. When she was barely awake, and her mom was getting ready in the morning, she sometimes dropped her can of hair spray. Her eyes widen as she darted to grab it. It was a can of pressurized air to clean computer keyboards, or more likely for a lab, delicate machines. She pulled the cap off and struggled to get the lighter on. Once the flame finally flickered on, she sprayed the can into it, directed right at the Green Goblin. She averted her eyes as the flames burned him.

"St-stay back! I went through a pyromaniac stage as a kid!" she exclaimed, taking a few steps away from him. He smacked the lighter and canned air from her hands, and brushed off a scorch mark from his face, laughing. She stumbled back as he edged forward. He grabbed her by the throat, tightly, raising her up from the floor. Ophelia kicked her legs, desperately trying to land a blow. Her chest was burning, and her neck was bruised. He punched her face and threw her to the floor. Her neck was bruised, and she had a split lip. There was a flash of light, and the Green Goblin was blasted into the wall. Tony was standing in front of her in his Iron Man suit, holding a hand out. She took it and was pulled up to her, swaying a little, and holding her hand to the side of her head in pain.

"Are you alright Ophelia?" She nodded, leaning against Tony for support. Her head was on the verge of a horrible migraine. She wiped some of the blood from her mouth, crinkling her nose at the metallic taste.

"A-and what about you? You w-were out pretty cold earlier," she told him, catching her breath.

"After your little flame thrower escapade, I was able to get in my suit. You're lucky; you know that, anyone else and Green Goblin would have killed you on the spot-." Green Goblin dislodged himself from the wall and charged at them, knocking Tony down, but grabbing Ophelia by the arm. He hoped on his hover board and flew out of the lab, and the hole in the wall he came threw. Tony chased him out and saw him holding Ophelia in his outstretched hand.

"This is it Iron Man," he spat, jiggling Lila to scare her, making a yelp come from her. "Either save the girl, or capture me. Your choice." He grinned manically and pulled Ophelia towards him. "And tell Renée I said hello," he whispered before letting her slip from his hand. Her body plummeted towards the ground, screaming, silently praying to a god she didn't believe in to save her. She closed her eyes, expecting the impact of concrete. But it never came. She opened her eyes in confusion and saw Tony grinning down at her, his face plate flipped up.

"But, I though you…" she trailed off as he set her down. She nearly collapsed from the shock, but was kept upright by Tony. He lightly smirked and shook his head.

"You seem surprised that I have a heart kiddo. It's alright, most people are," he retorted jokingly. She nodded with a breathless laugh, pulling herself from his grip.

"So… So does this mean I got the internship? I-I don't mean to be rude o-or anything-." He stopped her with a finger to her lips, chuckling with a huge grin on his face.

"Yes," he told her. She furrowed her brows in confusion.

"Yes I'm being rude?" she asked him, worry momentarily rising up. This time he laughed, patting her back.

"No, yes as in 'yes, you got the internship," Tony watched as her eyes grew wide with happiness. She leaped in and hugged him, even though he was still in his suit. "Now get home and get some sleep. I wanna see you at the lab bright and early Friday," he told her, almost seriously. She saluted and ran off to her motorcycle.

"I won't let you down Sir!" she yelled at him as she got on her ride. She paused for a moment and her eyes grew wide for a different reason. _The Green Goblin got away, and he knew her little sister's name. _

"Shit!" she hissed, running to motorcycle. She threw her helmet on, and put the kickstand up. She was about to ride out into the street, but Tony stopped her, noticing her freak out.

"What's wrong?" he asked, concerned. She flipped the shield on her helmet up to tell him.

"The Goblin, he knows my sister's name." She flipped the shield back down and drove off. She nearly got multiple tickets from speeding, driving in between cars, and running stop signs. She lazily parked and locked her motorcycle up, running inside with her helmet under her arm. The elevator would have been too slow, so she ran up the stairs, knowing her sister could be gone when she reached their home. She realized though she had left her purse at Tony's lab and cursed under her breath. She stood on the tips of her toes and ran her fingers on the molding of the doors, glad her mother kept the spare key there. Someone put their hands on her side and kissed her cheek. She shook him off to unlock the door.

"Peter, now really isn't the time," she told him. The door unlocked with a click and she nearly tore the door off its hinges getting in. She didn't bother to close it. Peter knew that tone in her voice. They had only been dating for a little over a month, but he knew when she was panicking.

"Lila…What happened?" She darted into her room, ignoring him for the moments being.

"DAMNIT YOU PSYCHO, NO!" she screamed. Peter dropped the bundle of flowers he was holding. He was going to surprise her with them, but her screaming terrified him. He had only heard her scream once, and it was the worst experience in the world to see someone so calm that angry. He ran into her room, and felt his heart drop. Ophelia was holding Renée in her arms, swaddled in a light pink blanket. His worst nightmare had come true. Goblin was holding her at gun point.

"Just give me her, and you won't be hurt." Ophelia held her sister in her arms tighter, a sign that she would not be giving her up. The Goblin gave a warning shot near her foot, which made her leap back and yelp. Peter ran into the bathroom, glad that he packed his suit. He scrambled to get it on, and then hid his normal clothes and backpack under the sink. The spike of adrenaline got him dressed in under two minutes. He ran back out and used his webs to rip the gun from the Goblin's hand, flinging it away from him. He plastered webbing on his face, using it as a distraction to get Ophelia out. He took her to her mother's room and opened her closet door. He moved around a few boxes and ushered her in, replacing them.

"Whatever you do, stay her, and stay quiet until I come back to get you or that boy who got trapped in the bathroom does." She nodded and whispered thanks. Peter handed her a nearby binkie, then piled clothes on top of her, shutting the closet door. He went back to Lila's room, where the Goblin had just finished tearing the web off.

"Hey, come and get me you freak!" he yelled at him, lifting up his mask to blow him a raspberry. He flung a web out the window, swinging past him and out into the streets. He tapped him on the shoulder on the way. "Tag! You're it loser!" he laughed. The Green Goblin irritably yelled, and chased after him.

After a while, Peter had lost him in a series of alleyways, and deemed it safe enough of go back. It took him a while to find his way, but he eventually did. The sun was just about to set, being nearly three hours to lead him out of the city, then another three to loose in some god forsaken city. It took him only two to get back, using complex paths to try and shake him off his tail. When he was crawling into her window, he could feel his body aching. Peter was thankful that Ophelia was a heavy sleeper, and by now she would be out cold. He went into the bathroom and got dressed in his normal clothes. He closed the door, braced himself, and then threw himself through it. Peter shook himself off and went into her mother's room, opening the closet door. He moved around the clothes he had dumped on top of her, and surely enough, she was asleep. He grabbed her by the shoulders and lightly shook her.

"Lila," he spoke softly, smoothing her hair. She let out a small groan and shifted. "Ophelia, are you awake?" Her eyes fluttered open as she let out a big yawn, trying to stretch in the cramped space. He helped her get out from the closet and held Reese while she stretched. He handed her back, and she let him know that she was going to change her diaper, and it would be wonderful if he could get a bottle ready for her. He smiled and agreed, and by the time it was ready, Ophelia had gotten Renée in a clean diaper, and a clean outfit, a pair of white footie pajamas with pink and blue flowers on them. She held the baby in her arms and fed her in the living room, finding a comfortable spot on the couch. Peter sat next to her, putting an arm around her should. The only sound in the room was the faint honking of cars, and Renée suckling her bottle, making small noises.

Peter had silently gotten up to get a dish of warm water, a wash cloth, and some the first aid kit. He sat the bowl in his lap and turned Ophelia's face towards him. He got the washcloth damp and started wiping the dried blood from her face, starting with her forehead. He gently wiped the caked blood away, occasionally leaning forward to peck her on the cheek. All of the blood was gone, and the water was now cold and a murky brown. He set it down on the coffee table and opened the first aid, pulling out the peroxide and cotton balls. He soaked one of them, and dabbed the large wound on her head. She hissed at the burning sensation. He held one of her hands and saw that there was glass still imbedded in the heel. He pulled tweezers from the first aid and plucked out the tiny shards out from her hand and out them in the dirty water. He was sure that all of them were gone, he took another peroxide soaked cotton ball and dabbed her hand with it. She tried to pull her hand away, but Peter held on tight. He had Ophelia switch Renée to the other arm, and did the same process to the other hand. He took out gauze and wrapped her hands in it, and put a band aids on the cuts on her face. He cupped Ophelia's face in his hands, slowly rubbing his thumbs over her cheeks.

"Do you want to talk about it?" he asked. She shook her head, but scooted closer to him, tucking her face into the crook of his neck. He could hear her silently sobbing. "Isn't your mom supposed to be home by now?"

"No," she cried, muffled by his skin. He wrapped his arms around her and rubbed her back soothingly. "She's on a business trip for another week and a half." He kissed her on her temple, and lightly on the large cut across her other temple.

"Do you want to go over my house?" She nodded, placing a kiss on his jaw. "Alright, I'll go pack you and Reese a bag," he told her, smiling. He pecked her on the lips and went to pack her some things, along with baby formula, diapers, and other things for Renée. He walked back out, the bag slung over his shoulder, and his backpack on the other one. Ophelia stood up, and Peter wrapped his arm around her shoulder. Together, they left the apartment building. It was a quick walk from her house to his, and when they reached his house, and walked in, Ophelia nearly collapsed on the couch.

"Hey aunt May, is it okay if my friend stays the night? A robber broke into her house and she's kind of scared," he told her, as she was walking out. She gasped and ran over, sitting down next to her, her hands fluttering over her face.

"Oh sweetie, you poor thing! What happened?" she asked, pulling her up and leading her into the kitchen. There Coulson was sitting sipping on a mug of coffee. Coulson raised a skeptical eyebrow at them.

"I was attacked by some guy at my internship, and he tried to kill me, twice, and uh, followed me home," she told them. Peter hugged her, kissing the top of her head. He held a hand up so May and Ophelia couldn't see it. He mouthed 'Green Goblin', to Coulson.

"Here, I'll take Renée and put her to bed, Ophelia, you go get some sleep honey." She nodded, and Peter led her upstairs, into his room. Danny was lying on the floor, contently staring at the ceiling, Ava had cotton shoved in between her toes as she painted them, Nick was reading a magazine, and Sam was stretched out on the bed playing on his phone. Peter dropped the bag on the floor next to the door and cleared his throat to get their attention.

"You guys, this is my girlfriend Lila, Lila, these are my friends, Danny, Ava, Nick, and Sam," he introduced. They all waved, and Ava leaned over to shake her hand, which she did hesitantly, and Nick nodded curtly.

"Hello Ophelia," Danny said, getting up from his spot on the floor to shake her hand. She accepted and gave him a smile.

"I think I'm going to take a shower. It was nice to meet you all. Thank you for letting me stay the night Peter." She gave him a quick peck on the lips, grabbed the bag, and left the room, shutting the door behind her. Sam had to put his hand over his mouth to stop himself from snickering.

"_Ophelia _Peter, really? Isn't she the girl who dated Flash, _and _got crowned freshman dance queen?" he questioned. Peter glared at him, and Ava smacked the back of his head.

"Her and Flash did not date!" he nearly yelled, his voice slightly cracking. "He just sat next to her at the movies, put his arm around her, and took a picture of them. She _hates _him." They could all hear the water starting in the bathroom, drowning out the silence in the house. Ophelia pulled off her tattered skirt, blazer, and blouse, sitting down to take off her boots and socks. She slipped from her underwear and bra and stepped under the hot spray of the shower. It didn't take her very long to wash her hair, or her body, so Ophelia found herself sitting on the floor of the tub, knees pulled to her chest, taking in the warmth of the water. She knew her and Renée would be safe at Peter's house, there was six people living there, not to mention his aunt May was dating Principal Coulson, and he was pretty bad ass. She did end up scraping off her dark blue nail polish, a bad habit that had replaced chewing the inside of her lips, and the skin off her fingers.

After a good six minutes of sitting in the shower, trying to relax her, Lila turned off the water and got out. She dried herself off, and opened the bag to see what Peter had packed. She was thankful it was only a t-shirt, a pair of boxers, one of her favorite bras, and a pair of socks. She got dressed, and pulled her hair back into a tight pony tail, before leaving the bathroom, the steam rolling out of the room. She padded back into Peter's room, where everyone had settled down, already wanting to go to sleep. Nick and Sam had left to go sleep in the living room of the house. She crawled into the bed with Peter curling up into his chest. He wrapped his arms around her, rubbing her back.

"Hey, it's going to be okay, we aren't going to let him hurt you," he whispered into her ear, kissing the crook of her neck. Ophelia tangled her legs into his and buried her face into his chest.

"I know that, but Peter, he _knew _her name, I'm just worried about Reese is all," she confessed. She closed her eyes and yawned, snuggling closer to him. He smiled and pulled the blanket over their heads and pulled back so he could see her face. She smiled and kissed him on the nose. "What did I ever do to deserve someone as amazing as you?" she asked teasingly. She shrugged and kissed her. She yawned again and cuddled up to him. Peter nuzzled her hair, muttering a 'goodnight' to her. She responded with her own sleepy 'goodnight' as she drifted off into a warm, blissful sleep, knowing she was safe in Peter's arms.


End file.
